1 GENERAL CORPORATIONS. Lawless, Job H. Jackson, Thomas W. Bowers, David Lemon, SECTION 2. The object of this corporation shall be to manu- Purposes of crease. SECTION 3. The capital stock of said company shall be twenty- Capital stock five thousand dollars, to be divided into one thousand shares of $25,000. twenty-five dollars each: Provided, That the said company may, from time to time, by a vote of the stockholders at a meeting Right to incalled for that purpose, increase the capital stock to any amount so that it shall not at any time exceed fifty thousand dollars. Not exceed Shares of capital stock shall be personal estate, and the sare shall be certified, held and assigned according to the provisions of the by-laws. $50,000. Shares. tions to capi SECTION 4. Subscriptions to the capital stock shall be paid subscripin such manner, and in such installments, and at such times as tal stock. the directors shall appoint; and the same shall be liable to be forfeited for non-payment as may be provided in the by-laws. meetings. SECTION 5. There shall be an annual meeting of stockholders Annual on the second Monday of January in every year. Special meet- Special ings of stockholders may be called by the President, in manner meetings. to be provided by the by-laws, and he shall call such meetings at the request of any two directors. At meetings of stockholders Proceedings, all questions shall be decided by a majority of votes cast in person or by proxy; each share of stock being entitled to one vote. how conduc ted. Directors to manage business. GENERAL CORPORATIONS. SECTION 6. The affairs and business of the corporation shall be managed by a board of seven directors, (five of whom shall be a quorum,) who shall be stockholders, to be elected by the How chosen. stockholders at each annual meeting. They shall be chosen by ballot and by a majority of the votes cast according to the proOfficial term. visions of the fifth section, and shall continue in office until the not dissolved next annual meeting, or until successors are duly chosen. Any on failure to vacancy in the board shall be supplied by the other directors. Ă elect. failure to elect annually shall not dissolve the corporation. The Corporation Directors before first annual meeting. President. Secretary and Treasurer. directors, until the first annual meeting after the passage of this act, shall be elected at a meeting of the stockholders convened by one or more of the corporators hereinbefore mentioned; ten days' notice of the time, place, and purposes of said meeting having been previously given in at least two newspapers published in the City of Wilmington. SECTION 7. The directors shall elect one of their number president, whose duties shall be such as the by-laws may prescribe. The directors may also appoint a secretary and treasurer, and employ such other officers, agents and servants as may be necessary; may prescribe their duties, fix their compensation, and secure their fidelity by bond, or otherwise, as they shall judge Books of proper. The directors shall also keep, or cause to be kept, proper corporation. books, in which shall be regularly entered the transactions of the corporation, which books shall at all times be subject to the inspection of the stockholders, and the directors shall cause to be statement of exhibited to the stockholders, at their annual meetings, a statement of the affairs and doings of the company. No director shall have any emolument except such as may be allowed by the stockholders at their annual meeting. Annual affairs of company. By-Laws. Publication. SECTION 8. By-laws for the government of the corporation shall be made by the directors, and they may at any time alter, amend, or add to the same. SECTION 9. This act shall be deemed and taken to be a public act, and the same shall be published: Provided, the said company shall first pay to the Secretary of State a special tax, provided for by Section 3, Chapter 1, part 1, Vol. XIII of the Laws of the State of Delaware; And provided, that power is hereby reserved to the General Assembly to revoke this act of incorporation. Passed at Dover, January 30, 1867. An Act to Incorporate the Germania Building and Loan Association in the City of Wilmington. Incorpora tion. Name. SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, (twothirds of each branch concurring therein,) That Henry Bleyer, George Steinicken, Maximilian L. Lichenstein, John Fehrenbach, John Griner, John Fullmer, and such other persons as now are, or may hereafter be associated with them, shall be and they are hereby created a body politic and corporate by the name, style, and title of "The Germania Building and Loan Association," for the purpose of accumulating a fund from monthly contributions and fines, premiums on loans, and interest on investments, for the benefit of its members; and they and their successors are hereby ordained and declared a body politic and corporate, in fact and in law, and by the title aforesaid shall be able and capable, in law, to sue and be sued, plead and be impleaded in any courts of law or equity in this State, and elsewhere, in all manner of suits, complaints, pleas, causes, matters, and demands whatsoever, with all the legal incidents of a corporation aggregate; and the said corporation may have and use a common seal, and at their pleasure alter and renew the same; and seal. by the title aforesaid shall have continuance and succession for a term not exceeding twenty years from and after the passage of this act. Powers. Succession. Officers. How elected. SECTION 2. And be it further enacted, That the affairs of the said corporation shall be conducted by a president, vice-president, treasurer, and secretary, and fifteen managers, who shall constitute a board of directors, seven of whom shall constitute a quorum. The president, vice-president, treasurer, and managers shall be elected by the share-holders, on the first Thursday in the month of May, annually, and the secretary shall be elected an- Secretary, nually by the board of directors. The board shall have power to fill all vacancies that may occur in their own body during the Vacancies. year. how elected. SECTION 3. And be it further enacted, That the said corporation Powers. shall, by the name and title aforesaid, be able and capable of GENERAL CORPORATIONS. purchasing, receiving, having, holding, and enjoying to them and their successors and assigns, lands, tenements, hereditaments, annuities, money, securities, goods and chattels of what nature or kind soever, real, personal and mixed: Provided the same shall not exceed the sum or value of two hundred and fifty thousand dollars; and the same, from time to time, at their pleasure, to Limitation sell, grant, demise, bargain, alien and dispose of; also to make of property such laws, rules, contracts, and regulations, and the same to alter and amend, or repeal, as they and their successors shall deem to be proper and expedient for the good government and conducting the affairs or business of said corporation, and generally to do all and singular the matters and things proper for the well-being of said corporation: Provided the same shall not be contrary to this act, the constitution and laws of the United States, or of the State of Delaware, and that nothing herein contained shall confer upon said association or corporation any banking power or privileges whatever. Banking powers not conferred. SECTION 4. And be it further enacted, That this act shall be deemed and taken to be a public act, and the same shall be pubPublication. lished, provided the said company shall first pay to the Secretary of State a special tax provided for by Section 3, Chapter 1, Part 1, Vol. XIII of the Laws of the State of Delaware; and the power to revoke the same is hereby reserved to the Legislature. Passed at Dover, February 11, 1867. Incorpora tion. SECTION 1. Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met, (twothirds of each branch concurring therein), That Joshua Maris. GENERAL CORPORATIONS. William H. Cloward, George C. Maris, William T. Westbrook, Alexander Chandler, Washington Mason, Albert B. Gillespie, John E. Frock, Robert S. Hickman, Henry Flemming, Newlin Pyle, Isaac Woodrow, William C. Martin, John B. Porter, Jr., James M. Peoples, Charles S. Robb, and such other persons as now are or may hereafter be associated with them, shall be and they are hereby created a body politic and corporate by name, style and title of "Mutual Loan Association," for the purpose of Name. accumulating a fund from monthly contributions and fines, Object. premiums on loans, and interest on investments, for the mutual benefit of its members; and they and their successors are hereby ordained and declared a body politic and corporate in fact and in law, and by the title aforesaid shall be able and capable in law to sue and be sued, plead and be impleaded, in any courts of law or equity in this State, and elsewhere, in all manner of suits, complaints, pleas, causes, matters and demands whatsoever, with all the legal incidents of a corporation; and the said corporation may have and use a common seal, and at their pleasure alter or renew the same, and by the title aforesaid shall have continuance and succession for a term not exceeding twenty years from and after the passage of this act. SECTION 2. And be it further enacted, That the affairs of the officers. said corporation shall be conducted by a president, vice president, secretary and treasurer, and nine directors, who shall constitute a board of directors, seven of whom shall be a quorum. At the Election of first meeting after the passage of this act there shall be elected a officers. president, vice president, secretary and treasurer, (who shall be elected annually,) also nine directors, (who shall meet and divide themselves into three classes, for one, two and three years,) and at every annual meeting thereafter, three directors shall be elected to serve three years. The board shall have power to fill all va- vacancies. cancies that may occur in their own body during the year. SECTION 3. And be it further enacted, That the said corpora- Powers. tion shall, by the name and title aforesaid, be able and capable of purchasing, receiving, having, holding and enjoying, to them and their successors and assigns, lands, tenements, hereditaments, annuities, money, securities, goods and chattels of what nature or kind soever, real, personal, and mixed: Provided, The same shall not exceed the sum or value of four hundred thousand dollars; Limitation and the same from time to time at their pleasure to sell, grant, demise, bargain, alien and dispose of; also to make such laws, rules, contracts and regulations, and the same to alter, amend or repeal as they and their successors shall deem to be proper and expedient for the good government and management of the affairs or business of said corporation, and generally to do all and singu of property. |